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TMI Blog2021 (9) TMI 1016X X X X Extracts X X X X X X X X Extracts X X X X ..... ror Company No. 1'), Anvi Housing Private Limited ('Applicant/Transferor Company No. 2'), Cawnpore Housing Development Private Limited ('Applicant/Transferor Company No. 3') and Modern Real Estates Private Limited ('Applicant/Transferee Company') (collectively referred to us the 'Applicant Companies') under Sections 230-232 and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Amalgamation (hereinafter referred to as the 'Scheme') proposed between the Applicant Companies inter-alia, seeking directions from the Hon'ble Tribunal for holding/dispensation with the requirement of convening the meetings of the Equity and Preference Shareholders, Secured and Unsecured Creditors of all the Applicant Companies. (The Scheme of Amalgamation is annexed as Annexure-1 to the Application). 2. In the Application, it is stated that the Transferor Company No. 1 i.e. 'Anvi Holdings Private Limited' is a 'Private Limited Company' incorporated under the provisions of the Companies Act, 1956. The Transferor Company No. 1 is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd Paid-up Share Capital of the Transferor Company No. 3 is ₹ 3,05,00,000/- divided into 5,50,000 Equity Shares of ₹ 10/- each and 25,00,000, 3% Non-Cumulative Redeemable Preference Shares of ₹ 10/- each. The Main Objects of the Transferor Company No. 3 are set out in its Memorandum and Articles of Association annexed with the Application and marked as Annexnre-6. 5. In the Application, it is stated that the Transferee Company 'Modem Real Estates Private limited' was originally incorporated as a 'Private Limited Company' under the provisions of the Companies Act, 1956. The Transferee Company, is a Subsidiary of Anvi Holdings Private Limited (Applicant/Transferor Company No. 1) and Cawnpore Housing Development Private Limited (Applicant/Transferor Company No. 3) as its entire Paid up Equity Share Capital is held by Cawnpore Housing Development Private Limited, the Applicant/Transferor Company No. 3 which is a Subsidiary of Anvi Holdings Private Limited, Applicant/transferor Company No. 1. The Authorised Share Capital of the Transferee Company is ₹ 25,05,00,000/- divided into 30,50,000 Equity Shares of ₹ 10/- each and 2,20.00,000 Prefe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lable under the law. The consolidated Company with far enlarged asset base higher profitability and net worth will be better placed to access low cost fund for its expansion and diversification requirements. (c) The amalgamation Wilt result in significant reduction in the multiplicity of legal and regulatory compliances required at present to be carried by the Amalgamating Companies and will avoid duplication of administrative functions and eliminate multiple record keeping. (d) The amalgamation will result in simplification and rationalization of the holding structure and reduction in corporate legal entities. 10. It is stated that no inspection, inquiry or investigation proceedings under the provisions of the Companies Act, 2013, or under the provisions of the Companies Act. 1956 are pending against the Applicant Companies. 11. It is stated that the Auditors of the Applicant Companies have not disclosed any mismanagement in the affairs of the Applicant Companies. 12. It is stated that as a consideration for transfer of assets and liabilities pursuant to the 'Scheme of Amalgamation', the Share Exchange Ratio has been determined by CA Sandeep Kumar Agraw ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . Further, the Transferor Company No. 1 has no Secured Creditor and has 1 (One) Unsecured Creditor with value of debt aggregating to ₹ 14,160/- (Rupees Fourteen Thousand One Hundred and Sixty only) as on 30th June, 2021. The sole Unsecured Creditor of the 'Transferor Company No. 1' has given its consent in writing in the form of an Affidavit signifying its approval to the Scheme and waiving the holding of the Meeting of the Unsecured Creditors of the Transferor Company No. 1 to consider the Scheme of Amalgamation. The list of Secured and Unsecured Creditors of the Transferor Company No. 1 duly certified by the Statutory Auditors and consent affidavit of a sole unsecured creditor is annexed with the Application and marked as Annexure-21 and Annexure-22 respectively. ii) The Transferor Company No. 2 is a Subsidiary of the Transferor Company No. 1, as such, the Board of Directors of the 'Transferor Company No. 1' being the cent percent Holding Company of the 'Transferor Company No. 2' has approved the Scheme of Amalgamation without any modification. It has forwarded in the form of an Affidavit its consent to the proposed 'Scheme of Amalgamation&# ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Affidavits of all the Preference Shareholders of the Transferor Company No. 3 consenting to the Scheme and waiving the holding of meeting of Preference Shareholders of the Transferor Company No. 3 are annexed with the Application and marked as Annexure-27, Annexure-28 and Annexure-29 respectively. Further, the Transferor Company No. 3 has no Secured Creditors and has 2 (Two) Unsecured Creditors with value of debt aggregating to ₹ 2,61,212/- (Rupees Two Lakhs Sixty One Thousand Two Hundred and Twelve only) as on 30th June, 2021. All the Unsecured Creditors of the 'Transferor Company No. 3' have given their consent in writing in the form of an Affidavit signifying their approval to the Scheme and waiving the holding of the Meeting of the Unsecured Creditors of the Transferor Company No. 3 to consider the Scheme of Amalgamation. The list of Secured and Unsecured Creditors of the Transferor Company No. 3 duly certified by the Statutory Auditors and the consent affidavits of all the unsecured creditors is annexed with the Application and marked as Annexure-30 and Annexure-31 respectively. iv) The Transferee Company is a Subsidiary of the Transferor Company No. 3. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e, the requirement of convening meetings of the Preference Shareholders of the Transferor Company No. 3 and the Transferee Company may be dispensed with. C. As there are no Secured Creditors in the Transferor Company No. 1, Transferor Company No. 2. Transferor Company No. 3 and the Transferee Company, therefore, the necessity for convening the Meetings of the Secured Creditors of the Transferor Company No. 1. Transferor Company No. 2, Transferor Company No. 3 and the Transferee Company does not arise. D. All the Unsecured Creditors of the Transferor Company No. 1, Transferor Company No. 2, Transferor Company No. 3 and the Transferee Company, have given their written consents by way of Affidavits, therefore, the requirement of convening meetings of the Unsecured Creditors of the Transferor Company No. 1, Transferor Company No. 2, Transferor Company No. 3 and the Transferee Company may be dispensed with. 17. Taking into consideration the joint Application and the documents filed therewith showing compliance of various provisions of the Companies Act, 2013 and the Rules framed thereunder, this Tribunal issues the following directions with respect to convening and holding ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... respect to Unsecured Creditors The Applicant Transferor Company No. 2 has one Unsecured Creditor, who has given its consent in writing in the form of an Affidavit in support of the Scheme constituting 100% in value of unsecured debts of the Transferor Company No. 2 which is on record, hence the necessity of convening a meeting of the Unsecured Creditors is dispensed with. C. APPLICANT/TRANSFEROR COMPANY NO. 3 With respect to Equity Shareholders The Applicant Transferor Company No. 3 is a Subsidiary of the Applicant Transferor Company No. 1, as such, being the beneficial owner of the entire Paid-up Equity Share Capital of the 'Applicant Transferor Company No. 3', the Applicant Transferor Company No. 1 along with its nominee has given consent in the form of affidavits constituting 100% in value and in number of the Equity Shareholders which are on record, hence the necessity of convening a meeting of the Equity Shareholders is dispensed with. With respect to Preference Shareholders The Applicant Transferor Company No. 3 has 2 (Two) Preference Shareholders, who have given their consent in writing in the form of Affidavits in support of the Sc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e form of Affidavits in support of the Scheme constituting 100% in value of unsecured debts of the Transferee Company which are on record, hence the necessity of convening a meeting of the Unsecured Creditors is dispensed with. 18. The Tribunal further directs to serve the Notice of Application as per the provisions of sub-section (5) of Section 230 of the Companies Act, 2013 and Rule 8 of the Companies (Compromises. Arrangements and Amalgamations) Rules, 2016, along with the Scheme of Amalgamation and related documents to the Central Government through the office of Regional Director, Northern Region. Ministry of Corporate Affairs. New Delhi. Registrar of Companies, Uttar Pradesh, Kanpur, Official Liquidator, Allahabad and Income-Tax Department having jurisdiction over the Applicant Companies while quoting PANs of the respective Applicant Companies and such other relevant Sectoral Regulators/Authorities, if applicable which are likely to be affected by the proposed Scheme, by sending the same by hand delivery or by the registered post/speed post within seven days from the date of receipt of certified copy of this order for filing their representations, if any, on the petition ..... X X X X Extracts X X X X X X X X Extracts X X X X
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